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CITY COUNCIL OF THE CITY OF PLEASANTON <br /> <br /> AIAMEDA COUNTY, CALIFORNIA <br /> <br /> RESOLUTION NO. 96-07 <br /> <br /> RESOLUTION APPROVING THE CHANGE OF <br /> CONTROL OF TELE-VUE SYSTEMS, INC. DBA <br /> VIACOM CABLEVISION FROM VIACOM INC. TO <br /> TCI COMMUNICATIONS, INC. <br /> <br />WHEREAS, Tele-Vue System, Inc. dba Viacorn Cable CFranchisee') is the duly <br /> authorized holder of a franchise ("Franchise") authorizing the operation and <br /> maintenance of a cable television system ("System") and authorizing <br /> Franchisee to service the City of Pleasanton {"Grantor") with cable <br /> television service; and <br /> <br />WHEREAS, Viacorn International hc., a Dehware corporation ('Viacorn"), a <br /> wholly-owned subsidiary of Viacorn Inc., CVI') is an indirect parent of <br /> Franchisee; and <br /> <br />WHEREAS, VI, Viacorn, Tele-Communications, Inc., a Delaware corporation CTCI'), <br /> and TCI Communications, Inc., a Delaware corporation and wholly-owned <br /> subsidiary of TCI CTCIC'), are parties to some or all of the following; a <br /> Parents Agreement, an Implementation Agreement, and a Subscription <br /> Agreement (the "Agreements"); and <br /> <br />WHEREAS, upon consnation of the Innsactions contemplated by the Agreements <br /> (the "Tr_ansactions'), TCIC will acquire all of the outstanding common <br /> stock of Viacorn and become the indirect parent of Franchisee; and <br /> <br />WHEREAS, both before and after completion of the change of control described above, <br /> Franchisee held and will continue to hold the Franchise, and own and <br /> operate the System servicing residents of Grantor; and <br /> <br />WHEREAS, Franchisee and TCIC have requested consent by the Grantor to the <br /> Transactions; <br /> <br />NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON <br />RESOLVES AS FOLLOWS: <br /> <br /> <br />